UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
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(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value | CIIT | Nasdaq Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
On April 14, 2026, Tianci International, Inc. (the “Company”) issued a press release announcing that it has entered into a non-binding Memorandum of Understanding with Greypole Mineral Resources, a Zimbabwe-based mining and trading company. The text of the press release is furnished as Exhibit 99.1 to this current report.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibits |
| 99.1 | Press Release dated April 14, 2026 |
| 104 | Cover page interactive data file (embedded within the iXBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Tianci International, Inc. | ||
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Date: April 14, 2026
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By: |
/s/ Shufang Gao Shufang Gao, CEO |
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Exhibit 99.1
Tianci International Enters Memorandum of Understanding with Greypole Mining to
Advance Gold and Chromium Resource Development in Zimbabwe
April 14, 2026 — Tianci International, Inc. (NASDAQ: CIIT), a global logistics service provider specializing in ocean freight forwarding and the distribution of high-grade metals, today announced that it has signed a non-binding Strategic Cooperation Memorandum of Understanding (MOU) with Zimbabwe-based mining and trading company GREYPOLE MINERAL RESOURCES (“Greypole Mining”). The MOU contemplates that Tianci and Greypole Mining will negotiate and enter a formal partnership agreement in order to leverage each party’s strengths in capital markets, technological integration, and exploitation of mineral resource reserves to jointly advance exploration, extraction, and the acquisition of gold and chromium resources in Zimbabwe.
The MOU contemplates that, upon execution of the partnership agreement, the collaboration will focus on the following core areas:
• Exploration and Extraction of Gold and Chrome Resources
The parties will jointly conduct mining operations with respect to approximately 500 hectares of gold mining concessions in the Gwanda region of Zimbabwe and approximately 1,500 hectares of chromium concessions in the Zvishavane region or Zimbabwe.
• Application for and Acquisition of Exploration and Mining Rights
Greypole Mining will assist in the compliant application for exploration and mining rights within the designated project areas. Both parties have agreed to adopt a phased implementation approach to comprehensively address regulatory requirements and ensure smooth operational deployment of the mining concessions.
Management’s Perspective
Mr. Gao Shufang, Chairman of Tianci, stated: “Zimbabwe possesses abundant mineral resources, and efficient access to these resources coupled with compliant operational capabilities is key to success. Through collaboration with local professional partners, we aim to convert high-quality mineral reserves into tangible output value. By implementing a phased and prudent strategy -- from mining rights acquisition to technical extraction — these strategic initiatives will position our Group to capture leading development opportunities in the sector.”
About Tianci International, Inc.
Tianci International Inc., through its subsidiary Roshing, provides global logistics services, specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light model, Roshing’s logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific Region, including Japan, South Korea, and Vietnam. The Company’s mission is to provide customers with efficient, reliable, and safe shipping services that create value. Beyond logistics, starting in the current fiscal year, Roshing has expanded into global trade of minerals by sourcing high-grade minerals directly from resource-rich regions for resale. In addition, the Company generates revenue from the sale of electronic parts and business consulting services. For more information, please visit the Company’s website: tianci-ciit.com
Forward-Looking Statements
This press release contains forward-looking statements concerning our expectations, anticipations, intentions, beliefs, or strategies
regarding the future. These forward-looking statements are based on assumptions that we have made as of the date hereof and are subject
to known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially from those
anticipated. Therefore, you should not place undue reliance on forward-looking statements. Examples of forward-looking statements include,
among others, statements we make regarding our strategic plans and value; our expectations regarding potential commercial opportunities;
and our strategies, positioning and expectations for future events or performance. Important factors that could cause actual results
to differ materially from those in the forward-looking statements are set forth in our most recent Annual Report on Form 10-K and our
subsequent Quarterly Reports on Form 10-Q, and in our other reports filed with the Securities and Exchange Commission, including under
the caption “Risk Factors.” Any forward-looking statement in this release speaks only as of the date of this release. We undertake
no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether
as a result of new information, future developments or otherwise.
For investor and media inquiries, please contact:
Tianci International, Inc.
Investor Relations
Email: [email protected]